UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 15, 2005
ASHLAND INC.
(Exact name of registrant as specified in its charter)
Kentucky
(State or other jurisdiction of incorporation)
1-2918 61-0122250
(Commission File Number) (I.R.S. Employer
Identification No.)
50 E. RiverCenter Boulevard, Covington, Kentucky 41012-0391
(Address of principal executive offices) (Zip Code)
P.O. Box 391, Covington, Kentucky 41012-0391
(Mailing Address) (Zip Code)
Registrant's telephone number, including area code (859) 815-3333
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
[X] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 2230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events
Ashland Inc. ("Ashland") announced on June 16, 2005 that as of
5:00 p.m. New York time on June 15, 2005, it has received irrevocable
consents to proposed amendments in respect of series of notes representing
approximately 98.7% of the aggregate principal amount of debt issued and
outstanding as of May 31, 2005, under the Indenture relating to such notes,
as further described in Ashland's Offer to Purchase and Consent
Solicitation Statement and related Letter of Transmittal and Consent Dated
June 1, 2005 (the "Offer to Purchase"). Receipt of such consents satisfies
a condition to Ashland's obligation to proceed with the series of
transactions that, among other things, effect the transfer of its interest
in Marathon Ashland Petroleum LLC ("MAP") to a wholly-owned subsidiary of
Marathon Oil Corporation. Ashland has not extended the consent payment
deadline in respect of any notes. Details of the receipt of consents from
noteholders, satisfaction of a closing condition to the transaction
transferring Ashland's MAP interest, and expiration of the consent payment
deadline are included in the attached press release, which is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release dated June 16, 2005
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
ASHLAND INC.
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(Registrant)
Date: June 16, 2005 /s/ David L. Hausrath
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Name: David L Hausrath
Title: Senior Vice President,
General Counsel and Secretary
EXHIBIT INDEX
99.1 Press Release dated June 16, 2005